10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from______________ to ______________

Commission File Number 001-40467

IRON SPARK I INC.

(Exact name of registrant as specified in its charter)

Delaware	86-1693305
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

125 N Cache St.

2nd FL., Box 3789

Jackson, WY 83001

(Address of principal executive offices and zip code)

(307) 200-9007

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	ISAA	The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒   No ☐

As of November 18, 2021, there were 17,870,800 shares of the registrant’s Class A common stock, par value $0.0001 per share, and 4,170,000 shares of the registrant's Class B common stock, par value $0.0001 per share, issued and outstanding.

IRON SPARK I INC.

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Balance Sheet as of September 30, 2021 (Unaudited)	1
	Unaudited Condensed Statements of Operations for the Three Months ended September 30, 2021 and for the Period from January 22, 2021 (inception) Through September 30, 2021	2
	Unaudited Condensed Statements of Changes in Stockholders’ Equity for the Three Months ended September 30, 2021 and for the Period from January 22, 2021 (inception) Through September 30, 2021	3
	Unaudited Condensed Statement of Cash Flows for the Period from January 22, 2021 (inception) Through September 30, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
SIGNATURES		25

i

PART 1 – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS (UNAUDITED)

IRON SPARK I INC.

CONDENSED BALANCE SHEET

September 30, 2021

(UNAUDITED)

ASSETS
Current assets:
Cash	$	668,231
Prepaid expenses and other current assets		478,221
Total current assets		1,146,452
Investments held in Trust Account		172,641,533
Total assets	$	173,787,985
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Due to related parties	$	59,229
Accrued expenses		31,000
Franchise taxes payable		137,534
Total current liabilities		227,763
Deferred underwriting fee payable		5,838,000
Total liabilities		6,065,763
Commitments (Note 7)
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value		166,800,000
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 17,870,800 shares issued and 1,190,800 shares outstanding (excluding 16,680,000 shares subject to possible redemption)		119
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,170,000 shares issued and outstanding (1)		417
Additional paid-in capital		2,416,975
Accumulated deficit		(1,495,289)
Total stockholders’ equity		922,222
Total liabilities and stockholders’ equity	$	173,787,985

⁽¹⁾  Includes the forfeiture of 142,500 shares of Class B common stock which were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On June 16, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 1,680,000 shares. The remaining 570,000 shares were not exercised by the underwriter and expired on July 26, 2021 (see Note 7). As a result, 142,500 Founder Shares were forfeited upon the expiration of the underwriters’ over-allotment option, resulting in an aggregate of 4,170,000 Founder Shares outstanding (see Note 6).

The accompanying notes are an integral part of the unaudited condensed financial statements.

1

IRON SPARK I INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM JANUARY 22, 2021

(INCEPTION) THROUGH SEPTEMBER 30, 2021

(UNAUDITED)

			For the Period from
			January 22, 2021
	Three Months Ended		(Inception) Through
	September 30, 2021		September 30, 2021
Operating and formation costs	$	374,016	$	527,288
Loss from operations		(374,016)		(527,288)
Interest income on Trust Account	$	3,533	$	3,533
Franchise taxes expense	$	(137,534)	$	(137,534)
Net loss	$	(508,017)	$	(661,289)
Basic and diluted weighted average shares outstanding		22,079,948		11,971,878
Basic and diluted net loss per share of common stock	$	(0.02)	$	(0.06)

The accompanying notes are an integral part of the unaudited condensed financial statements.

2

IRON SPARK I INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM JANUARY 22, 2021

(INCEPTION) THROUGH SEPTEMBER 30, 2021

(UNAUDITED)

	Common Stock										Total
	Class A			Class B			Additional		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Paid -in Capital		Deficit		Equity
Balance at January 22, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B common stock to Sponsor	—		—	4,312,500		431		24,569		—		25,000
Net loss	—		—	—		—		—		(1,300)		(1,300)
Balance at March 31, 2021	—		—	4,312,500		431	$	24,569	$	(1,300)	$	23,700
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs	1,190,800		119	—		—		11,885,126		—		11,885,245
Accretion of Class A common stock to redemption amount, as restated (Note 2)								(9,492,734)		—		(9,492,734)
Net loss	—		—	—		—		—		(151,972)		(151,972)
Balance at June 30, 2021, as restated (Note 2)	1,190,800		119	4,312,500		431	$	2,416,961	$	(153,272)	$	2,264,239
Payment of dividend to Class A Public Shareholders	—		—	—		—		—		(834,000)		(834,000)
Forfeiture of Class B common stock				(142,500)		(14)		14		—		—
Net loss	—		—	—		—		—		(508,017)		(508,017)
Balance at September 30, 2021	1,190,800	$	119	4,170,000		417	$	2,416,975	$	(1,495,289)	$	922,222

The accompanying notes are an integral part of the unaudited condensed financial statements.

3

IRON SPARK I INC.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 22, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

(UNAUDITED)

Cash Flows from Operating Activities:
Net loss	$	(661,289)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on investments held in Trust Account	$	(3,533)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(478,221)
Due to related parties		(12,134)
Accrued expenses		31,000
Franchise taxes payable		137,534
Net cash used in operating activities		(986,643)
Cash Flows from Investing Activities:
Cash deposited into Trust Account		(173,472,000)
Net cash used in investing activities		(173,472,000)
Cash Flows from Financing Activities:
Proceeds from sale of common stock to Sponsor		25,000
Advance from related party		60,000
Proceeds from initial public offering, net of underwriter’s discount paid		163,464,000
Proceeds from sale of Private Placement Shares		11,908,000
Payment of offering costs		(330,126)
Net cash provided by financing activities		175,126,874
Net Change in Cash		668,231
Cash - Beginning of Period		—
Cash - End of Period	$	668,231
Supplemental disclosures of investing and financing activities:
Payment of dividend to Class A Public Shareholders from trust account	$	834,000
Supplemental disclosures of noncash investing and financing activities:
Accretion of Class A common stock subject to redemption to redemption value	$	9,492,734
Deferred offering costs included in due to related parties	$	11,363
Forfeiture of Class B common stock	$	14
Deferred underwriting fee payable	$	5,838,000

The accompanying notes are an integral part of the unaudited condensed financial statements.

4

IRON SPARK I INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Iron Spark I Inc. (the “Company”) is a blank check company incorporated in Delaware on January 22, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 22, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on June 8, 2021. On June 11, 2021, the Company consummated its Initial Public Offering of 15,000,000 shares of Class A common stock (the “Public Shares”). The Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $150,000,000, which is discussed in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,090,000 shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Iron Spark I LLC (the “Sponsor”), generating gross proceeds of $10,900,000, which is described in Note 5.

The Company granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 2,250,000 additional Shares to cover over-allotments, if any. On June 16, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 1,680,000 shares (the “Over-Allotment Shares”), generating gross proceeds of $16,800,000. The remaining 570,000 shares were not exercised by the underwriter and expired on July 26, 2021.

Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 100,800 shares (the “Over-Allotment Private Placement Shares”) at a purchase price of $10.00 per share in a private placement to the Sponsor, generating gross proceeds of $1,008,000.

Following the closing of the Initial Public Offering on June 11, 2021, an amount of $173,472,000 ($10.40 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering, the sale of the Over-Allotment Private Placement Shares and the sale of the Over-Allotment Shares was placed in a U.S.-based trust account (the “Trust Account”), and were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

Transaction costs related to the issuances described above amounted to $9,515,489, consisting of $3,336,000 of cash underwriting fees, $5,838,000 of deferred underwriting fees and $341,489 of other costs. In addition, at September 30, 2021, $668,231 of cash was held outside of the Trust Account and is available for working capital purposes.

5

IRON SPARK I INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for $10.00. In addition, concurrently with the release of funds from the Trust Account, non-redeeming stockholders will receive $0.05 per share (assuming that the Company did not previously distribute $0.40 per share in dividends) and the Sponsor will receive amounts remaining in the Trust Account that are in excess of $10.00 per Public Share.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the initial transaction or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

6

IRON SPARK I INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

The Company will have until June 11, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.40 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern Consideration

As of September 30, 2021, the Company had $668,231 in cash held outside of the Trust Account and working capital of $918,689. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

7

IRON SPARK I INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company revised its previously issued financial statements to classify all Class A common stock in temporary equity. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company revised its prior financial statements as of June 11, 2021 and June 30, 2021 to classify all Class A common stock as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.

The reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between Class A and Class B shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A and Class B shares share pro rata in the income and losses of the Company.

The following tables summarize the effect of the revision on each financial statement line item as of the dates, and for the periods, indicated:

	June 30, 2021
	As Previously
	Reported		Adjustments		As Revised
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	164,064,233	$	2,735,767	$	166,800,000
Allocation of underwriter’s discounts, offering costs and deferred fees to Class A shares		—		(9,492,734)		(9,492,734)
Immediate accretion to redemption value		—		9,492,734		9,492,734
Total Class A common stock subject to possible redemption		164,064,233		2,735,767		166,800,000
Class A common stock		146		(27)		119
Additional paid-in capital		5,152,701		(2,735,740)		2,416,961
Accumulated deficit		(153,272)		—		(153,272)
Total stockholders equity (deficit)		5,000,006		(2,735,767)		2,264,239

8

IRON SPARK I INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

	June 11, 2021
	As Previously
	Reported		Adjustments		As Revised
Balance Sheet (audited)
Class A common stock subject to possible redemption	$	147,226,400	$	2,773,600	$	150,000,000
Allocation of underwriter’s discounts, offering costs and deferred fees to Class A shares		—		(8,007,585)		(8,007,585)
Immediate accretion to redemption value		—		8,007,585		8,007,585
Total Class A common stock subject to possible redemption		147,226,400		2,773,600		150,000,000
Class A common stock		28		81		109
Additional paid-in capital		5,108,672		(2,773,572)		2,335,100
Accumulated deficit		(109,125)		(109)		(109,234)
Total stockholders equity (deficit)		5,000,006		(2,773,600)		2,226,406

The following tables summarize the effect of the restatement on the condensed statement of changes in stockholders’ equity as of the dates, and for the periods, indicated:

	Common Stock								Additional			Total
	Class A			Class B					Paid-	Accumulated		Stockholders'
As Previously Reported	Shares	Amount		Shares		Amount		in Capital		Deficit		Equity
Balance at January 22, 2021 (inception)	—	$	—		—	$	—	$	—	$	—	$	—
Issuance of Class B common stock to Sponsor	—		—		4,312,500		431		24,569		—		25,000
Net loss	—		—		—		—		—		(1,300)		(1,300)
Balance at March 31, 2021	—	$	—		4,312,500	$	431	$	24,569	$	(1,300)	$	23,700
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs	16,680,000		1,668		—		—		157,282,843		—		157,284,511
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs	1,190,800		119		—		—		11,907,881		—		11,908,000
Class A common stock subject to possible redemption	(16,406,423)		(1,641)		—		—		(164,062,592)		—		(164,064,233)
Net loss	—				—		—		—		(151,972)		(151,972)
Balance at June 30, 2021	1,464,377	$	146		4,312,500	$	431	$	5,152,701	$	(153,272)	$	5,000,006
Reclassifications and Adoption/Change of Accounting Principles
Balance at January 22, 2021 (inception)	—	$	—		—	$	—	$	—	$	—	$	—
Net loss	—		—		—		—		—		—		—
Balance at March 31, 2021	—		—		—		—		—		—		—
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs	(16,680,000)		(1,668)		—		—		(157,282,843)		—		(157,284,511)
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs	—		—		—		—		(22,755)		—		(22,755)
Class A common stock subject to possible redemption	16,406,423		1,641		—		—		164,062,592		—		164,064,233
Accretion of Class A common stock to redemption amount	—		—		—		—		(9,492,734)		—		(9,492,734)
Balance at June 30, 2021	(273,577)	$	(27)		—	$	—	$	(2,735,740)	$	—	$	(2,735,767)
As Revised and Adjusted:
Balance at January 22, 2021 (inception)	—	$	—		—	$	—	$	—	$	—	$	—
Issuance of Class B common stock to Sponsor	—		—		4,312,500		431		24,569		—		25,000
Net loss	—		—		—		—		—		(1,300)		(1,300)
Balance at March 31, 2021	—		—	$	4,312,500		431	$	24,569	$	(1,300)	$	23,700
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs	1,190,800		119		—		—		11,885,126		—		11,885,245
Accretion of Class A common stock to redemption amount	—		—		—		—		(9,492,734)		—		(9,492,734)
Net loss	—		—		—		—		—		(151,972)		(151,972)
Balance at June 30, 2021	1,190,800		119		4,312,500		431	$	2,416,961	$	(153,272)	$	2,264,239

9

IRON SPARK I INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on June 10, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on June 14, 2021, June 17, 2021, and June 23, 2021. The interim results for the period from January 22, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

Reclassification

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

10

IRON SPARK I INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021.

Investments Held in Trust Account

As of September 30, 2021, the Company had $172,641,533 in investments held in the Trust Account. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.

Class A Common Stock Subject to Possible Redemption

All of the 16,680,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds	$	166,800,000
Less:
Issuance costs allocated to Class A common stock		(9,492,734)
Plus:
Accretion of carrying value to redemption value		9,492,734
Class A common stock subject to possible redemption	$	166,800,000

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related

11

IRON SPARK I INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $9,515,489 as a result of the Initial Public Offering (consisting of a $3,336,000 underwriting fee, $5,838,000 of deferred underwriting fees and $341,489 of other offering costs). The Company recorded $9,515,489 of offering costs as a reduction of equity in connection with the shares of Class A common Stock included in the Public Shares.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be de minimis for the period from January 22, 2021 (inception) through September 30, 2021.

Net Loss Per Common Share

Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of common stock. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

					For the period from January
	Three months ended				22, 2021 (inception) through
	September 30, 2021				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per share:
Numerator:
Net loss	$	(411,173)	$	(96,844)	$	(436,538)	$	(224,751)
Denominator:
Basic and diluted weighted average shares outstanding		17,870,800		4,209,148		7,903,023		4,068,855
Basic and diluted net loss per share	$	(0.02)	$	(0.02)	$	(0.06)	$	(0.06)

12

IRON SPARK I INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses and other current assets, due to related parties, and accrued expenses approximate fair value due to their short-term nature.

Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	Amount at Fair
Description	Value		Level 1		Level 2		Level 3
September 30, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	172,641,533	$	172,641,533	$	—	$	—

13

IRON SPARK I INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

NOTE 4. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 16,680,000 Public Shares, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 1,680,000, at $10.00 per Public Share, generating gross proceeds of $166,800,000.

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,090,000 Private Placement Shares at a price of $10.00 per Private Placement Share, generating gross proceeds of $10,900,000. On June 16, 2021,the underwriters notified the Company of their intention to exercise the over-allotment option in part, resulting in the Sponsor paying an aggregate of $1,008,000 in exchange for 100,800 Over-Allotment Private Placement Shares.

The proceeds from the sale of the Private Placement Shares and Over-Allotment Private Placement Shares were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares and Over-Allotment Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares and Over-Allotment Private Placement Shares will expire worthless.

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On February 3, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,031,250 shares of Class B common stock (the “Founder Shares”). The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On June 8 2021, the Sponsor surrendered 718,750 Founder Shares for no consideration. On June 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,680,000 shares (see Note 7). On July 26, 2021, 142,500 Founder Shares were forfeited upon the expiration of the underwriters’ over-allotment option, resulting in an aggregate of 4,170,000 Founder Shares outstanding.

The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (a) one year after the completion of a Business Combination or (b) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property. Notwithstanding the foregoing, if (i) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) if the Company consummates a transaction after the Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.

14

IRON SPARK I INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

Due to Related Party

An affiliate of the Sponsor has paid $59,229 to cover certain operating costs and offering costs on behalf of the Company. The outstanding balance is due on-demand.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Sponsor makes any Working Capital Loans, such loans may be converted into shares of Class A common stock, at the price of $10.00 per share at the option of the lender. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of such Working Capital Loans may be convertible into shares of Class A common stock at a price of $10.00 per share.

Administrative Support Agreement

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon the completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2021, the Company incurred $30,000 in fees for these services. For the period from January 22, 2021 (inception) through September 30, 2021, the Company incurred $30,000 in fees for these services. As of September 30, 2021, $30,000 related to this agreement is recorded in accrued expenses on the condensed balance sheet.

NOTE 7. COMMITMENTS

Registration Rights

Agreement The holders of the Founder Shares and Private Placement Shares are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option to purchase up to 2,250,000 additional shares of Class A common stock to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On June 16, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 1,680,000 Over-Allotment Shares for an aggregate purchase price of $16,800,000. The remaining 570,000 shares were not exercised by the underwriter and expired on July 26, 2021.

15

IRON SPARK I INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

The underwriter was paid a cash underwriting fee of $0.20 per share, or $3,336,000 in the aggregate. In addition, $0.35 per share, or $5,838,000 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

NOTE 8. STOCKHOLDER’S EQUITY

Preferred stock — The Company is authorized to issue up to 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021, there were no shares of preferred stock issued or outstanding.

Class A common stock — The Company is authorized to issue up to 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 17,870,800 shares of Class A common stock issued and 1,190,800 shares of Class A common stock outstanding, excluding 16,680,000 shares of Class A common stock subject to possible redemption.

Class B common stock — The Company is authorized to issue up to 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. On February 3, 2021, the Company issued an aggregate of 5,031,250 shares of Class B common stock to the Sponsor. On June 8 2021, the Sponsor surrendered 718,750 shares of Class B common stock for no consideration. On July 26, 2021, the Sponsor forfeited an additional 142,500 of Class B common stock for no consideration, resulting in an aggregate of 4,170,000 shares of Class B common stock outstanding. Shares and associated amounts have been retroactively restated to reflect the share surrender.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. Prior to a Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the appointment of directors during such time.

The Founder Shares are identical to the shares of Class A common stock sold in the Initial Public Offering, and holders of Founder Shares have the same stockholder rights as public stockholders, except that (i) the Founder Shares are subject to certain transfer restrictions, (ii) the Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of an initial Business Combination, (B) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation (x) to modify the substance or timing of the ability of holders of the Public Shares to seek redemption in connection with an initial Business Combination or the obligation to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or (y) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within such time period, (iii) they are entitled to registration rights, and (iv) the anchor investors have agreed to waive their right to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within the prescribed time frame, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame. If the Company submits an initial Business Combination to the public stockholders for a vote, the Sponsor, officers and directors have agreed pursuant to the letter agreement to vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of an initial Business Combination. Permitted transferees of the Founder

16

IRON SPARK I INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

Shares held by the Sponsor, officers and directors would be subject to the same restrictions applicable to the Sponsor, officers or directors, respectively.

The Founder Shares will automatically convert into shares of common stock concurrently with or immediately following the consummation of an initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of common stock or equity-linked securities are issued or deemed issued in connection with an initial Business Combination, the number of shares of common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of common stock outstanding after such conversion (after giving effect to any redemptions of shares of common stock by public stockholders), including the total number of shares of common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of an initial Business Combination, excluding any shares of common stock or equity-linked securities or rights exercisable for or convertible into shares of common stock issued, or to be issued, to any seller in an initial Business Combination.

With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the officers and directors and other persons or entities affiliated with or related to the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of an initial Business Combination or (B) subsequent to an initial Business Combination, (x) if the last reported sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Until the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of the Company, the Company shall distribute quarterly on a pro-rata basis to the holders of record of the Public Shares within fifteen (15) days from the end of the prior quarter, a dividend in the amount of $0.05 per Public Share out of amount contained in the Trust Account. In addition, at the closing of a Business Combination, holders of Public Shares that have elected to not exercise their Redemption Rights in connection with such Business Combination shall receive a dividend in the amount of $0.05 per Public Share.

NOTE 9. SUBSEQUENT EVENTS

On October 15, 2021, the Company paid a cash dividend to the holders of record of the Public Shares as of October 7, 2021 in the amount of $0.05 per Public Share out of its Trust Account. The Company is obligated to make such dividend payments to holders of Public Shares on a quarterly basis until the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of the Company. The next dividend shall be paid to holders of Public Shares in January 2022.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements.

17

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Iron Spark I Inc. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Iron Spark I LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated on January 22, 2021 as a Delaware corporation and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our “initial business combination”. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering (the “Initial Public Offering”) and the private placement of the Private Placement Shares (as defined below), the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the period from January 22, 2021 (inception) through September 30, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after the Initial Public Offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on cash and cash equivalents held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2021, we had a net loss of $508,017, which resulted from operating and formation costs of $374,016 and franchise tax expense of $137,534, offset in part by interest income on the Trust Account of $3,533.  For the period from January 22, 2021 (inception) through September 30, 2021, we had a net loss of $661,289, which resulted from operating and formation costs of $527,288 and franchise tax expense of $137,534, offset in part by interest income on the Trust Account of $3,533.

18

Liquidity and Capital Resources

On June 11, 2021, we consummated the Initial Public Offering of 15,000,000 shares of Class A common stock (the “Public Shares”) at $10.00 per Public Share, generating gross proceeds of $150,000,000.

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,090,000 shares of Class A common stock at a price of $10.00 per share (the “Private Placement Shares”), generating gross proceeds of $10,900,000.

On June 16, 2021, the underwriters partially exercised their over-allotment option and purchased an additional 1,680,000 shares (the “Over-Allotment Shares”), and the sale of an additional 100,800 shares (the “Over-Allotment Private Placement Shares”) at $10.00 per share, generating total gross proceeds of $17,808,000.

For the period from January 22, 2021 (inception) through September 30, 2021, net cash used in operating activities was $986,643, which was due to our net loss of $661,289, interest income on the Trust Account of $3,533, and changes in working capital of $321,821.

For the period from January 22, 2021 (inception) through September 30, 2021, net cash used in investing activities of $173,472,000 was the result of the amount of net proceeds from the Initial Public Offering and the sale of Private Placement Shares being deposited to the Trust Account.

For the period from January 22, 2021 (inception) through September 30, 2021, net cash provided by financing activities was $175,126,874, which was comprised of the net proceeds from the initial public offering, net of underwriter’s discount paid of $163,464,000, proceeds from the sale of private placement shares of $11,908,000, proceeds from the advance from a related party of $60,000 and proceeds from the sale of common stock to the Sponsor of $25,000, offset in part by payment of offering costs of $330,126.

As of September 30, 2021, we had cash of $668,231 held outside the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”).

We do not believe we will need to raise additional funds following the Initial Public Offering in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of our Initial Public Offering and the sale of the private placement shares and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2021.

Contractual Obligations

Due to Related Party

19

An affiliate of the Sponsor has paid $59,229 to cover certain operating costs and offering costs on behalf of the Company. The outstanding balance is due on-demand.

Registration Rights

The holders of the Founder Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option to purchase up to 2,250,000 additional shares of Class A common stock to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On June 16, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 1,680,000 Over-Allotment Shares for an aggregate purchase price of $16,800,000. The remaining 570,000 shares were not exercised by the underwriter and expired on July 26, 2021.

The underwriter was paid a cash underwriting fee of $0.20 per share, or $3,336,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per share, or $5,838,000 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Common stock subject to possible redemption

All of the 16,680,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Net Loss Per Common Share

Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of common stock. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

20

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As of September 30, 2021, we were not subject to any market or interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial and Accounting Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. In connection with the preparation of this Form 10-Q, we revised our prior position on accounting for redeemable ordinary shares. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to the Company’s restatement of its June 11, 2021 8-K Balance Sheet and unaudited financial statements as of and for the period ended June 30, 2021 to reclassify the Company’s redeemable ordinary shares, the Company’s disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of September 30, 2021.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Management concluded that a deficiency in internal control over financial reporting existed relating to the accounting treatment for complex financial instruments and that the failure to properly account for such instruments constituted a material weakness as defined in the SEC regulations. This material weakness resulted in the restatement of the Company's audited financial statement as of June 11, 2021 and unaudited financial statements as of and for the period ended June 30, 2021.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Principal Executive Officer and Principal Financial and Accounting Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021. Based upon their evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

Restatement of Previously Issued Financial Statements

We revised our prior position on accounting for redeemable ordinary shares and restated our June 11, 2021 8-K Balance Sheet and unaudited financial statements as of and for the period ended June 30, 2021 to reclassify our redeemable ordinary shares as described in Note 2 of the accompanying financial statements.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light of the restatement of our financial statements as disclosed in this Quarterly Report, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

21

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

We have identified a material weakness in our internal control over financial reporting as of September 30, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

After consultation with our independent registered public accounting firm, our management and our audit committee concluded that we had a material weakness in our internal controls over financial reporting as of September 30, 2021.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We, and following our initial business combination, the post-business combination company, may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of the material weakness in our internal controls over financial reporting described above, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Form 10-Q, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On June 11, 2021, we consummated the Initial Public Offering of 15,000,000 shares of Class A common stock. On June 16, 2021, in connection with the underwriters’ election to partially exercise their over-allotment option, we consummated the sale of an additional 1,680,000 shares (the “Over-Allotment Shares”). The shares sold in the IPO and partial exercise of over-allotment option were sold at an offering price of $10.00 per share, generating total gross proceeds of $166,800,000. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-252775). The Securities and Exchange Commission declared the registration statement effective on June 8, 2021.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,090,000 shares (the “Private Placement Shares”) to the Company’s sponsor, Iron Spark I LLC, at a purchase price of $10.00 per Private Placement Share, generating gross proceeds of $10,900,000. In connection with the closing of the purchase of the over-allotment shares, the Company sold an

22

additional 100,800 shares (the “Over-Allotment Private Placement Shares”) to the sponsor at a price of $10.00 per share, generating gross proceeds of $1,008,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Of the gross proceeds received from the IPO including the Over-Allotment Shares, the Private Placement Shares, and the Over-Allotment Private Placement Shares, $173,472,000 was placed in the Trust Account.

Transaction costs related to the IPO amounted to $9,515,489, consisting of $3,336,000 of cash underwriting fees, $5,838,000 of deferred underwriting fees and $341,489 of other costs.

For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 of this Form 10-Q.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

23

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.	Description
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

* Filed herewith.

** Furnished.

24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Iron Spark I Inc.
Date: November 18, 2021	By:	/s/ Joshua L. Spear
		Joshua L. Spear
		Principal Executive Officer

	Iron Spark I Inc.
Date: November 18, 2021	By:	/s/ Alexander P. Oxman
		Alexander P. Oxman
		Principal Financial and Accounting Officer

25

EX-31.1

EXHIBIT 31 1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joshua L. Spear, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Iron Spark I Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 18, 2021
	By:	/s/ Joshua L. Spear
		Joshua L. Spear
		Principal Executive Officer

EX-31.2

EXHIBIT 31 2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alexander P. Oxman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Iron Spark I Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 18, 2021
	By:	/s/ Alexander P. Oxman
		Alexander P. Oxman
		Principal Financial and Accounting Officer

EX-32.1

EXHIBIT 32 1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Iron Spark I Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Joshua L. Spear, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 18, 2021
	By:	/s/ Joshua L. Spear
		Joshua L. Spear
		Principal Executive Officer

EX-32.2

EXHIBIT 32 2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Iron Spark I Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Alexander P. Oxman, Principal Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 18, 2021
	By:	/s/ Alexander P. Oxman
		Alexander P. Oxman
		(Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	8 Months Ended
	Sep. 30, 2021	Nov. 18, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-40467
Entity Registrant Name	IRON SPARK I INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1693305
Entity Address, Address Line One	125 N Cache St.
Entity Address, City or Town	Jackson
Entity Address State Or Province	WY
Entity Address, Postal Zip Code	83001
City Area Code	307
Local Phone Number	200-9007
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ISAA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001845601
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	true
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		17,870,800
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,170,000

XML

CONDENSED BALANCE SHEET	Sep. 30, 2021 USD ($)
Current assets:
Cash	$ 668,231
Prepaid expenses and other current assets	478,221
Total current assets	1,146,452
Investments held in Trust Account	172,641,533
Total assets	173,787,985
Current liabilities:
Due to related parties	59,229
Accrued expenses	31,000
Franchise taxes payable	137,534
Total current liabilities	227,763
Deferred underwriting fee payable	5,838,000
Total liabilities	6,065,763
Commitments (Note 7)
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value	166,800,000
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	2,416,975
Accumulated deficit	(1,495,289)
Total stockholders' equity	922,222
Total liabilities and stockholders' equity	173,787,985
Class A Common Stock
Current liabilities:
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value	166,800,000
Stockholders' Equity
Common stock	119
Class B Common Stock
Stockholders' Equity
Common stock	$ 417	[1]

[1] Includes the forfeiture of 142,500 shares of Class B common stock which were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On June 16, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 1,680,000 shares. The remaining 570,000 shares were not exercised by the underwriter and expired on July 26, 2021 (see Note 7). As a result, 142,500 Founder Shares were forfeited upon the expiration of the underwriters’ over-allotment option, resulting in an aggregate of 4,170,000 Founder Shares outstanding (see Note 6).

XML

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares				2 Months Ended	8 Months Ended
	Jul. 26, 2021	Jun. 16, 2021	Feb. 03, 2021	Mar. 31, 2021	Sep. 30, 2021
Preferred stock, par value, (per share)					$ 0.0001
Preferred stock, shares authorized					1,000,000
Preferred stock, shares issued					0
Preferred stock, shares outstanding					0
Over-allotment option
Number of shares issued		1,680,000			1,680,000
Shares not exercised and expired	570,000
Class A Common Stock | Over-allotment option
Number of shares issued		1,680,000
Class B Common Stock
Common shares, shares outstanding			562,500		4,170,000
Class B Common Stock | Sponsor
Common shares, shares outstanding	4,170,000
Number of shares issued			5,031,250
Class B Common Stock | Over-allotment option | Sponsor
Common shares, shares outstanding					1,190,800
Number of shares issued		1,680,000
Maximum shares subject to forfeiture	142,500				142,500
Class A Common Stock Subject to Redemption
Shares subject to possible redemption					16,680,000
Common Stock | Class A Common Stock
Common shares, par value, (per share)					$ 0.0001
Common shares, shares authorized					100,000,000
Common shares, shares issued					17,870,800
Common shares, shares outstanding					1,190,800
Number of shares issued				0
Common Stock | Class B Common Stock
Common shares, par value, (per share)					$ 0.0001
Common shares, shares authorized					10,000,000
Common shares, shares issued					4,170,000
Number of shares issued				4,312,500
Common Stock | Class A Common Stock Subject to Redemption
Shares subject to possible redemption					16,680,000

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CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
CONDENSED STATEMENTS OF OPERATIONS
Operating and formation costs	$ 374,016	$ 527,288
Loss from operations	(374,016)	(527,288)
Other income:
Interest income on Trust Account	3,533	3,533
Franchise taxes expense	(137,534)	(137,534)
Net loss	$ (508,017)	$ (661,289)
Basic weighted average shares outstanding	22,079,948	11,971,878
Diluted weighted average shares outstanding	22,079,948	11,971,878
Basic net loss per share of common stock	$ (0.02)	$ (0.06)
Diluted net loss per share of common stock	$ (0.02)	$ (0.06)

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CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Initial Public Offering	Private Placement	Class A Common Stock Common Stock	Class A Common Stock	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Jan. 21, 2021			$ 0		$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jan. 21, 2021			0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsors			$ 0		$ 431	24,569	0	25,000
Issuance of Class B common stock to Sponsors (in shares)			0		4,312,500
Net loss						0	(1,300)	(1,300)
Balance at the end at Mar. 31, 2021					$ 431	24,569	(1,300)	23,700
Balance at the end (in shares) at Mar. 31, 2021					4,312,500
Balance at the beginning at Jan. 21, 2021			$ 0		$ 0	0	0	0
Balance at the beginning (in shares) at Jan. 21, 2021			0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock to redemption amount, as restated (Note 2)								(9,492,734)
Balance at the end at Jun. 30, 2021			$ 119		$ 431	2,416,961	(153,272)	2,264,239
Balance at the end (in shares) at Jun. 30, 2021			1,190,800		4,312,500
Balance at the beginning at Jan. 21, 2021			$ 0		$ 0	0	0	0
Balance at the beginning (in shares) at Jan. 21, 2021			0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsors (in shares)	16,680,000	100,800
Offering costs								(9,515,489)
Accretion of Class A common stock to redemption amount, as restated (Note 2)				$ (9,492,734)
Net loss			$ (436,538)		$ (224,751)			(661,289)
Balance at the end at Sep. 30, 2021			$ 119		$ 417	2,416,975	(1,495,289)	922,222
Balance at the end (in shares) at Sep. 30, 2021			1,190,800		4,170,000
Balance at the beginning at Mar. 31, 2021					$ 431	24,569	(1,300)	23,700
Balance at the beginning (in shares) at Mar. 31, 2021					4,312,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs			$ 119		$ 0	11,885,126	0	11,885,245
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs (in shares)			1,190,800		0
Accretion of Class A common stock to redemption amount, as restated (Note 2)						(9,492,734)	0	(9,492,734)
Net loss						0	(151,972)	(151,972)
Balance at the end at Jun. 30, 2021			$ 119		$ 431	2,416,961	(153,272)	2,264,239
Balance at the end (in shares) at Jun. 30, 2021			1,190,800		4,312,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Payment of dividend to Class A Public Shareholders			$ 0		$ 0	0	(834,000)	(834,000)
Forfeiture of Class B common stock					$ (14)	14	0	0
Forfeiture of Class B common stock (in shares)					(142,500)
Net loss			(411,173)		$ (96,844)	0	(508,017)	(508,017)
Balance at the end at Sep. 30, 2021			$ 119		$ 417	$ 2,416,975	$ (1,495,289)	$ 922,222
Balance at the end (in shares) at Sep. 30, 2021			1,190,800		4,170,000

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CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	3 Months Ended
	Jun. 30, 2021 shares
Common Stock | Class A Common Stock
Sale of private placement to Sponsor, net of offering costs	1,190,800

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CONDENSED STATEMENT OF CASH FLOWS	8 Months Ended
	Sep. 30, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (661,289)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on investments held in Trust Account	(3,533)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(478,221)
Due to related parties	(12,134)
Accrued expenses	31,000
Franchise taxes payable	137,534
Net cash used in operating activities	(986,643)
Cash Flows from Investing Activities:
Cash deposited into Trust Account	(173,472,000)
Net cash used in investing activities	(173,472,000)
Cash Flows from Financing Activities:
Proceeds from sale of common stock to Sponsor	25,000
Advance from related party	60,000
Proceeds from initial public offering, net of underwriter's discount paid	163,464,000
Proceeds from sale of Private Placement Shares	11,908,000
Payment of offering costs	(330,126)
Net cash provided by financing activities	175,126,874
Net Change in Cash	668,231
Cash - End of Period	668,231
Supplemental disclosures of noncash investing and financing activities:
Deferred offering costs included in due to related parties	11,363
Deferred underwriting fee payable	5,838,000
Class A Common Stock
Supplemental disclosures of investing and financing activities:
Payment of dividend to Class A Public Shareholders from trust account	834,000
Supplemental disclosures of noncash investing and financing activities:
Accretion of Class A common stock to redemption amount	9,492,734
Class B Common Stock
Supplemental disclosures of noncash investing and financing activities:
Forfeiture of Class B common stock	$ 14

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DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

8 Months Ended

Sep. 30, 2021

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Iron Spark I Inc. (the “Company”) is a blank check company incorporated in Delaware on January 22, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 22, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on June 8, 2021. On June 11, 2021, the Company consummated its Initial Public Offering of 15,000,000 shares of Class A common stock (the “Public Shares”). The Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $150,000,000, which is discussed in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,090,000 shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Iron Spark I LLC (the “Sponsor”), generating gross proceeds of $10,900,000, which is described in Note 5.

The Company granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 2,250,000 additional Shares to cover over-allotments, if any. On June 16, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 1,680,000 shares (the “Over-Allotment Shares”), generating gross proceeds of $16,800,000. The remaining 570,000 shares were not exercised by the underwriter and expired on July 26, 2021.

Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 100,800 shares (the “Over-Allotment Private Placement Shares”) at a purchase price of $10.00 per share in a private placement to the Sponsor, generating gross proceeds of $1,008,000.

Following the closing of the Initial Public Offering on June 11, 2021, an amount of $173,472,000 ($10.40 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering, the sale of the Over-Allotment Private Placement Shares and the sale of the Over-Allotment Shares was placed in a U.S.-based trust account (the “Trust Account”), and were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

Transaction costs related to the issuances described above amounted to $9,515,489, consisting of $3,336,000 of cash underwriting fees, $5,838,000 of deferred underwriting fees and $341,489 of other costs. In addition, at September 30, 2021, $668,231 of cash was held outside of the Trust Account and is available for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for $10.00. In addition, concurrently with the release of funds from the Trust Account, non-redeeming stockholders will receive $0.05 per share (assuming that the Company did not previously distribute $0.40 per share in dividends) and the Sponsor will receive amounts remaining in the Trust Account that are in excess of $10.00 per Public Share.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the initial transaction or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until June 11, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.40 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern Consideration

As of September 30, 2021, the Company had $668,231 in cash held outside of the Trust Account and working capital of $918,689. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

8 Months Ended

Sep. 30, 2021

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company revised its previously issued financial statements to classify all Class A common stock in temporary equity. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company revised its prior financial statements as of June 11, 2021 and June 30, 2021 to classify all Class A common stock as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.

The reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between Class A and Class B shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A and Class B shares share pro rata in the income and losses of the Company.

The following tables summarize the effect of the revision on each financial statement line item as of the dates, and for the periods, indicated:

	June 30, 2021
	As Previously
	Reported		Adjustments		As Revised
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	164,064,233	$	2,735,767	$	166,800,000
Allocation of underwriter’s discounts, offering costs and deferred fees to Class A shares		—		(9,492,734)		(9,492,734)
Immediate accretion to redemption value		—		9,492,734		9,492,734
Total Class A common stock subject to possible redemption		164,064,233		2,735,767		166,800,000
Class A common stock		146		(27)		119
Additional paid-in capital		5,152,701		(2,735,740)		2,416,961
Accumulated deficit		(153,272)		—		(153,272)
Total stockholders equity (deficit)		5,000,006		(2,735,767)		2,264,239

	June 11, 2021
	As Previously
	Reported		Adjustments		As Revised
Balance Sheet (audited)
Class A common stock subject to possible redemption	$	147,226,400	$	2,773,600	$	150,000,000
Allocation of underwriter’s discounts, offering costs and deferred fees to Class A shares		—		(8,007,585)		(8,007,585)
Immediate accretion to redemption value		—		8,007,585		8,007,585
Total Class A common stock subject to possible redemption		147,226,400		2,773,600		150,000,000
Class A common stock		28		81		109
Additional paid-in capital		5,108,672		(2,773,572)		2,335,100
Accumulated deficit		(109,125)		(109)		(109,234)
Total stockholders equity (deficit)		5,000,006		(2,773,600)		2,226,406

The following tables summarize the effect of the restatement on the condensed statement of changes in stockholders’ equity as of the dates, and for the periods, indicated:

	Common Stock								Additional			Total
	Class A			Class B					Paid-	Accumulated		Stockholders'
As Previously Reported	Shares	Amount		Shares		Amount		in Capital		Deficit		Equity
Balance at January 22, 2021 (inception)	—	$	—		—	$	—	$	—	$	—	$	—
Issuance of Class B common stock to Sponsor	—		—		4,312,500		431		24,569		—		25,000
Net loss	—		—		—		—		—		(1,300)		(1,300)
Balance at March 31, 2021	—	$	—		4,312,500	$	431	$	24,569	$	(1,300)	$	23,700
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs	16,680,000		1,668		—		—		157,282,843		—		157,284,511
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs	1,190,800		119		—		—		11,907,881		—		11,908,000
Class A common stock subject to possible redemption	(16,406,423)		(1,641)		—		—		(164,062,592)		—		(164,064,233)
Net loss	—				—		—		—		(151,972)		(151,972)
Balance at June 30, 2021	1,464,377	$	146		4,312,500	$	431	$	5,152,701	$	(153,272)	$	5,000,006
Reclassifications and Adoption/Change of Accounting Principles
Balance at January 22, 2021 (inception)	—	$	—		—	$	—	$	—	$	—	$	—
Net loss	—		—		—		—		—		—		—
Balance at March 31, 2021	—		—		—		—		—		—		—
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs	(16,680,000)		(1,668)		—		—		(157,282,843)		—		(157,284,511)
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs	—		—		—		—		(22,755)		—		(22,755)
Class A common stock subject to possible redemption	16,406,423		1,641		—		—		164,062,592		—		164,064,233
Accretion of Class A common stock to redemption amount	—		—		—		—		(9,492,734)		—		(9,492,734)
Balance at June 30, 2021	(273,577)	$	(27)		—	$	—	$	(2,735,740)	$	—	$	(2,735,767)
As Revised and Adjusted:
Balance at January 22, 2021 (inception)	—	$	—		—	$	—	$	—	$	—	$	—
Issuance of Class B common stock to Sponsor	—		—		4,312,500		431		24,569		—		25,000
Net loss	—		—		—		—		—		(1,300)		(1,300)
Balance at March 31, 2021	—		—	$	4,312,500		431	$	24,569	$	(1,300)	$	23,700
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs	1,190,800		119		—		—		11,885,126		—		11,885,245
Accretion of Class A common stock to redemption amount	—		—		—		—		(9,492,734)		—		(9,492,734)
Net loss	—		—		—		—		—		(151,972)		(151,972)
Balance at June 30, 2021	1,190,800		119		4,312,500		431	$	2,416,961	$	(153,272)	$	2,264,239

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

8 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on June 10, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on June 14, 2021, June 17, 2021, and June 23, 2021. The interim results for the period from January 22, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

Reclassification

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021.

Investments Held in Trust Account

As of September 30, 2021, the Company had $172,641,533 in investments held in the Trust Account. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.

Class A Common Stock Subject to Possible Redemption

All of the 16,680,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds	$	166,800,000
Less:
Issuance costs allocated to Class A common stock		(9,492,734)
Plus:
Accretion of carrying value to redemption value		9,492,734
Class A common stock subject to possible redemption	$	166,800,000

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related

to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $9,515,489 as a result of the Initial Public Offering (consisting of a $3,336,000 underwriting fee, $5,838,000 of deferred underwriting fees and $341,489 of other offering costs). The Company recorded $9,515,489 of offering costs as a reduction of equity in connection with the shares of Class A common Stock included in the Public Shares.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be de minimis for the period from January 22, 2021 (inception) through September 30, 2021.

Net Loss Per Common Share

Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of common stock. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

					For the period from January
	Three months ended				22, 2021 (inception) through
	September 30, 2021				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per share:
Numerator:
Net loss	$	(411,173)	$	(96,844)	$	(436,538)	$	(224,751)
Denominator:
Basic and diluted weighted average shares outstanding		17,870,800		4,209,148		7,903,023		4,068,855
Basic and diluted net loss per share	$	(0.02)	$	(0.02)	$	(0.06)	$	(0.06)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses and other current assets, due to related parties, and accrued expenses approximate fair value due to their short-term nature.

Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	Amount at Fair
Description	Value		Level 1		Level 2		Level 3
September 30, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	172,641,533	$	172,641,533	$	—	$	—

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

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INITIAL PUBLIC OFFERING

8 Months Ended

Sep. 30, 2021

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 4. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 16,680,000 Public Shares, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 1,680,000, at $10.00 per Public Share, generating gross proceeds of $166,800,000.

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PRIVATE PLACEMENT

8 Months Ended

Sep. 30, 2021

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,090,000 Private Placement Shares at a price of $10.00 per Private Placement Share, generating gross proceeds of $10,900,000. On June 16, 2021,the underwriters notified the Company of their intention to exercise the over-allotment option in part, resulting in the Sponsor paying an aggregate of $1,008,000 in exchange for 100,800 Over-Allotment Private Placement Shares.

The proceeds from the sale of the Private Placement Shares and Over-Allotment Private Placement Shares were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares and Over-Allotment Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares and Over-Allotment Private Placement Shares will expire worthless.

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RELATED PARTY TRANSACTIONS

8 Months Ended

Sep. 30, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On February 3, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,031,250 shares of Class B common stock (the “Founder Shares”). The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On June 8 2021, the Sponsor surrendered 718,750 Founder Shares for no consideration. On June 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,680,000 shares (see Note 7). On July 26, 2021, 142,500 Founder Shares were forfeited upon the expiration of the underwriters’ over-allotment option, resulting in an aggregate of 4,170,000 Founder Shares outstanding.

The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (a) one year after the completion of a Business Combination or (b) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property. Notwithstanding the foregoing, if (i) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) if the Company consummates a transaction after the Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.

Due to Related Party

An affiliate of the Sponsor has paid $59,229 to cover certain operating costs and offering costs on behalf of the Company. The outstanding balance is due on-demand.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Sponsor makes any Working Capital Loans, such loans may be converted into shares of Class A common stock, at the price of $10.00 per share at the option of the lender. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of such Working Capital Loans may be convertible into shares of Class A common stock at a price of $10.00 per share.

Administrative Support Agreement

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon the completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2021, the Company incurred $30,000 in fees for these services. For the period from January 22, 2021 (inception) through September 30, 2021, the Company incurred $30,000 in fees for these services. As of September 30, 2021, $30,000 related to this agreement is recorded in accrued expenses on the condensed balance sheet.

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COMMITMENTS

8 Months Ended

Sep. 30, 2021

COMMITMENTS

COMMITMENTS

NOTE 7. COMMITMENTS

Registration Rights

Agreement The holders of the Founder Shares and Private Placement Shares are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option to purchase up to 2,250,000 additional shares of Class A common stock to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On June 16, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 1,680,000 Over-Allotment Shares for an aggregate purchase price of $16,800,000. The remaining 570,000 shares were not exercised by the underwriter and expired on July 26, 2021.

The underwriter was paid a cash underwriting fee of $0.20 per share, or $3,336,000 in the aggregate. In addition, $0.35 per share, or $5,838,000 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

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STOCKHOLDERS' EQUITY

8 Months Ended

Sep. 30, 2021

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 8. STOCKHOLDER’S EQUITY

Preferred stock — The Company is authorized to issue up to 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021, there were no shares of preferred stock issued or outstanding.

Class A common stock — The Company is authorized to issue up to 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 17,870,800 shares of Class A common stock issued and 1,190,800 shares of Class A common stock outstanding, excluding 16,680,000 shares of Class A common stock subject to possible redemption.

Class B common stock — The Company is authorized to issue up to 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. On February 3, 2021, the Company issued an aggregate of 5,031,250 shares of Class B common stock to the Sponsor. On June 8 2021, the Sponsor surrendered 718,750 shares of Class B common stock for no consideration. On July 26, 2021, the Sponsor forfeited an additional 142,500 of Class B common stock for no consideration, resulting in an aggregate of 4,170,000 shares of Class B common stock outstanding. Shares and associated amounts have been retroactively restated to reflect the share surrender.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. Prior to a Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the appointment of directors during such time.

The Founder Shares are identical to the shares of Class A common stock sold in the Initial Public Offering, and holders of Founder Shares have the same stockholder rights as public stockholders, except that (i) the Founder Shares are subject to certain transfer restrictions, (ii) the Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of an initial Business Combination, (B) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation (x) to modify the substance or timing of the ability of holders of the Public Shares to seek redemption in connection with an initial Business Combination or the obligation to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or (y) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within such time period, (iii) they are entitled to registration rights, and (iv) the anchor investors have agreed to waive their right to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within the prescribed time frame, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame. If the Company submits an initial Business Combination to the public stockholders for a vote, the Sponsor, officers and directors have agreed pursuant to the letter agreement to vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of an initial Business Combination. Permitted transferees of the Founder

Shares held by the Sponsor, officers and directors would be subject to the same restrictions applicable to the Sponsor, officers or directors, respectively.

The Founder Shares will automatically convert into shares of common stock concurrently with or immediately following the consummation of an initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of common stock or equity-linked securities are issued or deemed issued in connection with an initial Business Combination, the number of shares of common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of common stock outstanding after such conversion (after giving effect to any redemptions of shares of common stock by public stockholders), including the total number of shares of common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of an initial Business Combination, excluding any shares of common stock or equity-linked securities or rights exercisable for or convertible into shares of common stock issued, or to be issued, to any seller in an initial Business Combination.

With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the officers and directors and other persons or entities affiliated with or related to the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of an initial Business Combination or (B) subsequent to an initial Business Combination, (x) if the last reported sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Until the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of the Company, the Company shall distribute quarterly on a pro-rata basis to the holders of record of the Public Shares within fifteen (15) days from the end of the prior quarter, a dividend in the amount of $0.05 per Public Share out of amount contained in the Trust Account. In addition, at the closing of a Business Combination, holders of Public Shares that have elected to not exercise their Redemption Rights in connection with such Business Combination shall receive a dividend in the amount of $0.05 per Public Share.

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SUBSEQUENT EVENTS

8 Months Ended

Sep. 30, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

On October 15, 2021, the Company paid a cash dividend to the holders of record of the Public Shares as of October 7, 2021 in the amount of $0.05 per Public Share out of its Trust Account. The Company is obligated to make such dividend payments to holders of Public Shares on a quarterly basis until the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of the Company. The next dividend shall be paid to holders of Public Shares in January 2022.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

8 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on June 10, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on June 14, 2021, June 17, 2021, and June 23, 2021. The interim results for the period from January 22, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

Reclassification

Reclassification

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021.

Investments Held in Trust Account

Investments Held in Trust Account

As of September 30, 2021, the Company had $172,641,533 in investments held in the Trust Account. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

All of the 16,680,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds	$	166,800,000
Less:
Issuance costs allocated to Class A common stock		(9,492,734)
Plus:
Accretion of carrying value to redemption value		9,492,734
Class A common stock subject to possible redemption	$	166,800,000

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related

to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $9,515,489 as a result of the Initial Public Offering (consisting of a $3,336,000 underwriting fee, $5,838,000 of deferred underwriting fees and $341,489 of other offering costs). The Company recorded $9,515,489 of offering costs as a reduction of equity in connection with the shares of Class A common Stock included in the Public Shares.

Income Taxes

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be de minimis for the period from January 22, 2021 (inception) through September 30, 2021.

Net Loss per Common Share

Net Loss Per Common Share

Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of common stock. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

					For the period from January
	Three months ended				22, 2021 (inception) through
	September 30, 2021				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per share:
Numerator:
Net loss	$	(411,173)	$	(96,844)	$	(436,538)	$	(224,751)
Denominator:
Basic and diluted weighted average shares outstanding		17,870,800		4,209,148		7,903,023		4,068,855
Basic and diluted net loss per share	$	(0.02)	$	(0.02)	$	(0.06)	$	(0.06)

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses and other current assets, due to related parties, and accrued expenses approximate fair value due to their short-term nature.

Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	Amount at Fair
Description	Value		Level 1		Level 2		Level 3
September 30, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	172,641,533	$	172,641,533	$	—	$	—

Recent Accounting Standards

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

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REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

8 Months Ended

Sep. 30, 2021

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Schedule of revision on financial statement line item

	June 30, 2021
	As Previously
	Reported		Adjustments		As Revised
Balance Sheet (unaudited)
Class A common stock subject to possible redemption	$	164,064,233	$	2,735,767	$	166,800,000
Allocation of underwriter’s discounts, offering costs and deferred fees to Class A shares		—		(9,492,734)		(9,492,734)
Immediate accretion to redemption value		—		9,492,734		9,492,734
Total Class A common stock subject to possible redemption		164,064,233		2,735,767		166,800,000
Class A common stock		146		(27)		119
Additional paid-in capital		5,152,701		(2,735,740)		2,416,961
Accumulated deficit		(153,272)		—		(153,272)
Total stockholders equity (deficit)		5,000,006		(2,735,767)		2,264,239

	June 11, 2021
	As Previously
	Reported		Adjustments		As Revised
Balance Sheet (audited)
Class A common stock subject to possible redemption	$	147,226,400	$	2,773,600	$	150,000,000
Allocation of underwriter’s discounts, offering costs and deferred fees to Class A shares		—		(8,007,585)		(8,007,585)
Immediate accretion to redemption value		—		8,007,585		8,007,585
Total Class A common stock subject to possible redemption		147,226,400		2,773,600		150,000,000
Class A common stock		28		81		109
Additional paid-in capital		5,108,672		(2,773,572)		2,335,100
Accumulated deficit		(109,125)		(109)		(109,234)
Total stockholders equity (deficit)		5,000,006		(2,773,600)		2,226,406

The following tables summarize the effect of the restatement on the condensed statement of changes in stockholders’ equity as of the dates, and for the periods, indicated:

	Common Stock								Additional			Total
	Class A			Class B					Paid-	Accumulated		Stockholders'
As Previously Reported	Shares	Amount		Shares		Amount		in Capital		Deficit		Equity
Balance at January 22, 2021 (inception)	—	$	—		—	$	—	$	—	$	—	$	—
Issuance of Class B common stock to Sponsor	—		—		4,312,500		431		24,569		—		25,000
Net loss	—		—		—		—		—		(1,300)		(1,300)
Balance at March 31, 2021	—	$	—		4,312,500	$	431	$	24,569	$	(1,300)	$	23,700
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs	16,680,000		1,668		—		—		157,282,843		—		157,284,511
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs	1,190,800		119		—		—		11,907,881		—		11,908,000
Class A common stock subject to possible redemption	(16,406,423)		(1,641)		—		—		(164,062,592)		—		(164,064,233)
Net loss	—				—		—		—		(151,972)		(151,972)
Balance at June 30, 2021	1,464,377	$	146		4,312,500	$	431	$	5,152,701	$	(153,272)	$	5,000,006
Reclassifications and Adoption/Change of Accounting Principles
Balance at January 22, 2021 (inception)	—	$	—		—	$	—	$	—	$	—	$	—
Net loss	—		—		—		—		—		—		—
Balance at March 31, 2021	—		—		—		—		—		—		—
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs	(16,680,000)		(1,668)		—		—		(157,282,843)		—		(157,284,511)
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs	—		—		—		—		(22,755)		—		(22,755)
Class A common stock subject to possible redemption	16,406,423		1,641		—		—		164,062,592		—		164,064,233
Accretion of Class A common stock to redemption amount	—		—		—		—		(9,492,734)		—		(9,492,734)
Balance at June 30, 2021	(273,577)	$	(27)		—	$	—	$	(2,735,740)	$	—	$	(2,735,767)
As Revised and Adjusted:
Balance at January 22, 2021 (inception)	—	$	—		—	$	—	$	—	$	—	$	—
Issuance of Class B common stock to Sponsor	—		—		4,312,500		431		24,569		—		25,000
Net loss	—		—		—		—		—		(1,300)		(1,300)
Balance at March 31, 2021	—		—	$	4,312,500		431	$	24,569	$	(1,300)	$	23,700
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs	1,190,800		119		—		—		11,885,126		—		11,885,245
Accretion of Class A common stock to redemption amount	—		—		—		—		(9,492,734)		—		(9,492,734)
Net loss	—		—		—		—		—		(151,972)		(151,972)
Balance at June 30, 2021	1,190,800		119		4,312,500		431	$	2,416,961	$	(153,272)	$	2,264,239

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

8 Months Ended

Sep. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of calculation of basic and diluted net loss per common share

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

					For the period from January
	Three months ended				22, 2021 (inception) through
	September 30, 2021				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per share:
Numerator:
Net loss	$	(411,173)	$	(96,844)	$	(436,538)	$	(224,751)
Denominator:
Basic and diluted weighted average shares outstanding		17,870,800		4,209,148		7,903,023		4,068,855
Basic and diluted net loss per share	$	(0.02)	$	(0.02)	$	(0.06)	$	(0.06)

Schedule of reconciliation of Class A Common Stock

Gross proceeds	$	166,800,000
Less:
Issuance costs allocated to Class A common stock		(9,492,734)
Plus:
Accretion of carrying value to redemption value		9,492,734
Class A common stock subject to possible redemption	$	166,800,000

Schedule of company's assets that are measured at fair value on a recurring basis

	Amount at Fair
Description	Value		Level 1		Level 2		Level 3
September 30, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	172,641,533	$	172,641,533	$	—	$	—

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DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details)				8 Months Ended
	Jul. 26, 2021 shares	Jun. 16, 2021 USD ($) shares	Jun. 11, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) item $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum | item				1
Purchase price, per share | $ / shares				$ 10.00
Gross proceeds from issuance of shares				$ 163,464,000
Transaction Costs				9,515,489
Underwriting fees				3,336,000
Deferred Underwriting Fee Payable.				5,838,000
Other offering costs				341,489
Proceeds from issuance of shares				$ 25,000
Fair value on assets held In trust (as a percent)				80.00%
Business combination limit on net tangible assets				$ 5,000,001
Investment of cash into Trust Account				$ 173,472,000
Condition for future business combination threshold Percentage Ownership				50
Redemption limit percentage without prior consent				15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%
Redemption period upon closure				10 days
Maximum allowed dissolution expenses				$ 100,000
Cash held outside the Trust Account				668,231
working capital deficit				$ (918,689)
Public Stockholders
Subsidiary, Sale of Stock [Line Items]
Purchase price, per share | $ / shares				$ 10.00
Dividends
Subsidiary, Sale of Stock [Line Items]
Purchase price, per share | $ / shares				0.40
Non-redeeming Stockholders
Subsidiary, Sale of Stock [Line Items]
Purchase price, per share | $ / shares				$ 0.05
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of shares, net of offering cost (in shares) | shares			15,000,000
Purchase price, per share | $ / shares			$ 10.00
Gross proceeds from issuance of shares			$ 150,000,000	$ 166,800,000
Number of shares issued | shares		2,250,000		16,680,000
Initial Public Offering | Public Stockholders
Subsidiary, Sale of Stock [Line Items]
Purchase price, per share | $ / shares			$ 10.40	$ 10.40
Gross proceeds from issuance of shares			$ 173,472,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Purchase price, per share | $ / shares			$ 10.00	$ 10.00
Gross proceeds from issuance of shares			$ 10,900,000
Number of shares issued | shares			1,090,000	100,800
Proceeds from issuance of shares				$ 1,008,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of shares, net of offering cost (in shares) | shares				2,250,000
Purchase price, per share | $ / shares				$ 10.00
Shares not exercised and expired | shares	570,000
Gross proceeds from issuance of shares		$ 16,800,000
Number of shares issued | shares		1,680,000		1,680,000

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REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Effect of Revision on Balance Sheet Items (Details) - USD ($)		3 Months Ended	5 Months Ended	8 Months Ended
	Jun. 11, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Mar. 31, 2021	Jan. 21, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption	$ 150,000,000		$ 166,800,000
Allocation of underwriter's discounts, offering costs and deferred fees to Class A shares	(8,007,585)		(9,492,734)
Accretion of carrying value to redemption value	8,007,585	$ 9,492,734	9,492,734
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value	150,000,000	166,800,000	166,800,000	$ 166,800,000
Additional paid-in capital	2,335,100	2,416,961	2,416,961	2,416,975
Accumulated deficit	(109,234)	(153,272)	(153,272)	(1,495,289)
Total stockholders' equity	2,226,406	2,264,239	2,264,239	922,222	$ 23,700	$ 0
Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption				166,800,000
Allocation of underwriter's discounts, offering costs and deferred fees to Class A shares				(9,492,734)
Accretion of carrying value to redemption value				9,492,734
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value				166,800,000
Common stock	109	119	119	$ 119
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption	147,226,400		164,064,233
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value	147,226,400	164,064,233	164,064,233
Additional paid-in capital	5,108,672	5,152,701	5,152,701
Accumulated deficit	(109,125)	(153,272)	(153,272)
Total stockholders' equity	5,000,006	5,000,006	5,000,006		$ 23,700
As Previously Reported | Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock	28	146	146
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption	2,773,600		2,735,767
Allocation of underwriter's discounts, offering costs and deferred fees to Class A shares	(8,007,585)		(9,492,734)
Accretion of carrying value to redemption value	8,007,585	9,492,734	9,492,734
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value	2,773,600	2,735,767	2,735,767
Additional paid-in capital	(2,773,572)	(2,735,740)	(2,735,740)
Accumulated deficit	(109)
Total stockholders' equity	(2,773,600)	(2,735,767)	(2,735,767)
Adjustment | Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock	$ 81	$ (27)	$ (27)

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REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Effect of Revision on Stockholders Equity Items (Details) - USD ($)			2 Months Ended	3 Months Ended		5 Months Ended	8 Months Ended
	Jun. 11, 2021	Feb. 03, 2021	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Balance at the beginning			$ 0	$ 2,264,239	$ 23,700	$ 0	$ 0
Issuance of Class B common stock to Sponsors		$ 25,000	25,000
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs					11,885,245
Accretion of Class A common stock to redemption amount, as restated (Note 2)	$ (8,007,585)				(9,492,734)	(9,492,734)
Net loss			(1,300)	(508,017)	(151,972)		(661,289)
Balance at the end	2,226,406		23,700	922,222	2,264,239	2,264,239	922,222
Additional Paid-in Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Balance at the beginning			0	2,416,961	24,569	0	0
Issuance of Class B common stock to Sponsors			24,569
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs					11,885,126
Accretion of Class A common stock to redemption amount, as restated (Note 2)					(9,492,734)
Net loss			0	0	0
Balance at the end			24,569	2,416,975	2,416,961	2,416,961	2,416,975
Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Balance at the beginning			0	(153,272)	(1,300)	0	0
Issuance of Class B common stock to Sponsors			0
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs					0
Accretion of Class A common stock to redemption amount, as restated (Note 2)					0
Net loss			(1,300)	(508,017)	(151,972)
Balance at the end			(1,300)	(1,495,289)	(153,272)	(153,272)	(1,495,289)
Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accretion of Class A common stock to redemption amount, as restated (Note 2)							(9,492,734)
Class A Common Stock | Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Balance at the beginning			$ 0	$ 119		$ 0	$ 0
Balance at the beginning (in shares)			0	1,190,800		0	0
Issuance of Class B common stock to Sponsors			$ 0
Issuance of Class B common stock to Sponsors (in shares)			0
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs					$ 119
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs (in shares)					1,190,800
Net loss				$ (411,173)			$ (436,538)
Balance at the end				$ 119	$ 119	$ 119	$ 119
Balance at the end (in shares)				1,190,800	1,190,800	1,190,800	1,190,800
Class B Common Stock | Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Balance at the beginning			$ 0	$ 431	$ 431	$ 0	$ 0
Balance at the beginning (in shares)			0	4,312,500	4,312,500	0	0
Issuance of Class B common stock to Sponsors			$ 431
Issuance of Class B common stock to Sponsors (in shares)			4,312,500
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs					$ 0
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs (in shares)					0
Net loss				$ (96,844)			$ (224,751)
Balance at the end			$ 431	$ 417	$ 431	$ 431	$ 417
Balance at the end (in shares)			4,312,500	4,170,000	4,312,500	4,312,500	4,170,000
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Balance at the beginning				$ 5,000,006	$ 23,700
Issuance of Class B common stock to Sponsors			$ 25,000
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs					157,284,511
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs					11,908,000
Common stock subject to possible redemption					(164,064,233)
Net loss			(1,300)		(151,972)
Balance at the end	5,000,006		23,700		5,000,006	$ 5,000,006
As Previously Reported | Additional Paid-in Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Balance at the beginning				5,152,701	24,569
Issuance of Class B common stock to Sponsors			24,569
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs					157,282,843
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs					11,907,881
Common stock subject to possible redemption					(164,062,592)
Balance at the end			24,569		5,152,701	5,152,701
As Previously Reported | Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Balance at the beginning				(153,272)	(1,300)
Net loss			(1,300)		(151,972)
Balance at the end			(1,300)		(153,272)	(153,272)
As Previously Reported | Class A Common Stock | Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Balance at the beginning				$ 146
Balance at the beginning (in shares)				1,464,377
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs					$ 1,668
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs (n shares)					16,680,000
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs					$ 119
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs (in shares)					1,190,800
Common stock subject to possible redemption					$ (1,641)
Common stock subject to possible redemption (in shares)					(16,406,423)
Balance at the end					$ 146	$ 146
Balance at the end (in shares)					1,464,377	1,464,377
As Previously Reported | Class B Common Stock | Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Balance at the beginning				$ 431	$ 431
Balance at the beginning (in shares)				4,312,500	4,312,500
Issuance of Class B common stock to Sponsors			$ 431
Issuance of Class B common stock to Sponsors (in shares)			4,312,500
Balance at the end			$ 431		$ 431	$ 431
Balance at the end (in shares)			4,312,500		4,312,500	4,312,500
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Balance at the beginning				$ (2,735,767)
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs					$ (157,284,511)
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs					(22,755)
Common stock subject to possible redemption					164,064,233
Accretion of Class A common stock to redemption amount, as restated (Note 2)	(8,007,585)				(9,492,734)	$ (9,492,734)
Balance at the end	$ (2,773,600)				(2,735,767)	(2,735,767)
Adjustment | Additional Paid-in Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Balance at the beginning				(2,735,740)
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs					(157,282,843)
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs					(22,755)
Common stock subject to possible redemption					164,062,592
Accretion of Class A common stock to redemption amount, as restated (Note 2)					(9,492,734)
Balance at the end					(2,735,740)	(2,735,740)
Adjustment | Class A Common Stock | Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Balance at the beginning				$ (27)
Balance at the beginning (in shares)				(273,577)
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs					$ (1,668)
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs (n shares)					(16,680,000)
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs (in shares)					1,190,800
Common stock subject to possible redemption					$ 1,641
Common stock subject to possible redemption (in shares)					16,406,423
Balance at the end					$ (27)	$ (27)
Balance at the end (in shares)					(273,577)	(273,577)

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REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Effect of Revision on Stockholders Equity Items (Parenthetical) (Details) - Common Stock	3 Months Ended
	Jun. 30, 2021 shares
Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of private placement to Sponsor, net of offering costs	1,190,800
Class B Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of private placement to Sponsor, net of offering costs	0
As Previously Reported | Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs (n shares)	16,680,000
Sale of private placement to Sponsor, net of offering costs	1,190,800
Adjustment | Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs (n shares)	(16,680,000)
Sale of private placement to Sponsor, net of offering costs	1,190,800

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	8 Months Ended
	Sep. 30, 2021 USD ($) shares
Investments held in Trust Account	$ 172,641,533
Offering costs	9,515,489
Underwriting fees	3,336,000
Deferred underwriting fee payable	5,838,000
Other offering costs	341,489
Offering costs as a reduction of equity	9,515,489
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	0
Cash under FDIC coverage	$ 250,000
Class A Common Stock Subject to Redemption
Shares subject to possible redemption | shares	16,680,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Class A Common Stock (Details) - USD ($)		3 Months Ended	5 Months Ended	8 Months Ended
	Jun. 11, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Gross proceeds	$ 150,000,000		$ 166,800,000
Issuance costs allocated to Class A common stock	(8,007,585)		(9,492,734)
Accretion of carrying value to redemption value	8,007,585	$ 9,492,734	9,492,734
Class A common stock subject to possible redemption, 99,477,346 shares at $10.00 per share	$ 150,000,000	$ 166,800,000	$ 166,800,000	$ 166,800,000
Class A Common Stock
Gross proceeds				166,800,000
Issuance costs allocated to Class A common stock				(9,492,734)
Accretion of carrying value to redemption value				9,492,734
Class A common stock subject to possible redemption, 99,477,346 shares at $10.00 per share				$ 166,800,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($)	2 Months Ended	3 Months Ended		8 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Numerator:
Net loss	$ (1,300)	$ (508,017)	$ (151,972)	$ (661,289)
Denominator:
Basic weighted average shares outstanding		22,079,948		11,971,878
Diluted weighted average shares outstanding		22,079,948		11,971,878
Basic net loss per share of common stock		$ (0.02)		$ (0.06)
Diluted net loss per share of common stock		$ (0.02)		$ (0.06)
Common Stock | Class A Common Stock
Numerator:
Net loss		$ (411,173)		$ (436,538)
Denominator:
Basic weighted average shares outstanding		17,870,800		7,903,023
Diluted weighted average shares outstanding		17,870,800		7,903,023
Basic net loss per share of common stock		$ (0.02)		$ (0.06)
Diluted net loss per share of common stock		$ (0.02)		$ (0.06)
Common Stock | Class B Common Stock
Numerator:
Net loss		$ (96,844)		$ (224,751)
Denominator:
Basic weighted average shares outstanding		4,209,148		4,068,855
Diluted weighted average shares outstanding		4,209,148		4,068,855
Basic net loss per share of common stock		$ (0.02)		$ (0.06)
Diluted net loss per share of common stock		$ (0.02)		$ (0.06)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details)	Sep. 30, 2021 USD ($)
Assets Investments held in Trust Account:
Money Market investments	$ 172,641,533
Recurring
Assets Investments held in Trust Account:
Money Market investments	172,641,533
Level 1 | Recurring
Assets Investments held in Trust Account:
Money Market investments	$ 172,641,533

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INITIAL PUBLIC OFFERING (Details) - USD ($)			8 Months Ended
	Jun. 16, 2021	Jun. 11, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Purchase price, per share			$ 10.00
Gross proceeds from issuance of shares			$ 163,464,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	2,250,000		16,680,000
Purchase price, per share		$ 10.00
Gross proceeds from issuance of shares		$ 150,000,000	$ 166,800,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	1,680,000		1,680,000
Purchase price, per share			$ 10.00
Gross proceeds from issuance of shares	$ 16,800,000

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PRIVATE PLACEMENT (Details) - USD ($)			8 Months Ended
	Jun. 16, 2021	Jun. 11, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Purchase price, per share			$ 10.00
Proceeds from issuance of shares			$ 25,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		1,090,000	100,800
Purchase price, per share		$ 10.00	$ 10.00
Proceeds from issuance of shares			$ 1,008,000
Over Allotment Private Placement Shares
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	100,800
Proceeds from issuance of shares	$ 1,008,000
Sponsor | Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of shares issued		1,090,000
Purchase price, per share		$ 10.00
Proceeds from issuance of shares		$ 10,900,000

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RELATED PARTY TRANSACTIONS - Founder Shares (Details)			2 Months Ended	8 Months Ended
	Jun. 16, 2021 shares	Feb. 03, 2021 USD ($) shares	Mar. 31, 2021 USD ($)	Sep. 30, 2021 USD ($) $ / shares shares	Jul. 26, 2021 shares	Jun. 08, 2021 shares
Related Party Transaction [Line Items]
Aggregate purchase price | $		$ 25,000	$ 25,000
Restrictions on transfer period of time after business combination completion				1 year
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Over-allotment option
Related Party Transaction [Line Items]
Number of shares issued	1,680,000			1,680,000
Class B Common Stock
Related Party Transaction [Line Items]
Common shares, shares outstanding		562,500		4,170,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		2000.00%
Class A Common Stock Subject to Redemption
Related Party Transaction [Line Items]
Shares subject to possible redemption				16,680,000
Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued		5,031,250
Common shares, shares outstanding					4,170,000
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12.00
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12.00
Number of shares surrendered						718,750
Sponsor | Class B Common Stock | Over-allotment option
Related Party Transaction [Line Items]
Number of shares issued	1,680,000
Common shares, shares outstanding				1,190,800
Maximum shares subject to forfeiture				142,500	142,500
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days

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RELATED PARTY TRANSACTIONS - Additional Information (Details)	3 Months Ended	8 Months Ended
	Sep. 30, 2021 USD ($) $ / shares	Sep. 30, 2021 USD ($) $ / shares
Affiliate Of Sponsor
Related Party Transaction [Line Items]
Due to affiliate of sponsor for payment of operating and offering costs on behalf of the company	$ 59,229	$ 59,229
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement shares	$ 1,000,000	$ 1,000,000
Related Party Loans | Working capital loans
Related Party Transaction [Line Items]
Price of share | $ / shares	$ 10.00	$ 10.00
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		$ 10,000
Expenses incurred and paid	$ 30,000	30,000
Administrative Support Agreement | Accrued expenses
Related Party Transaction [Line Items]
Outstanding balance of related party note	$ 30,000	$ 30,000

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COMMITMENTS (Details)				2 Months Ended	8 Months Ended
	Jul. 26, 2021 shares	Jun. 16, 2021 USD ($) shares	Feb. 03, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2021 USD ($) item $ / shares shares
Loss Contingencies [Line Items]
Maximum number of demands for registration of securities | item					3
Aggregate purchase price | $			$ 25,000	$ 25,000
Cash underwriting fee paid, per share | $ / shares					$ 0.20
Aggregate cash underwriting fee paid | $					$ 3,336,000
Deferred fee per unit | $ / shares					$ 0.35
Deferred underwriting commission payable | $					$ 5,838,000
Over-allotment option
Loss Contingencies [Line Items]
Number of shares issued | shares		1,680,000			1,680,000
Shares not exercised and expired | shares	570,000
Class A Common Stock | Over-allotment option
Loss Contingencies [Line Items]
Underwriters option to purchase term					45 days
Number of shares granted to underwrites to purchase | shares					2,250,000
Number of shares issued | shares		1,680,000
Aggregate purchase price | $		$ 16,800,000

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STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details)	Sep. 30, 2021 $ / shares shares
STOCKHOLDERS' EQUITY
Preferred shares, shares authorized	1,000,000
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

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STOCKHOLDERS' EQUITY - Common Stock Shares (Details)					2 Months Ended	8 Months Ended
	Jul. 26, 2021 USD ($) shares	Jun. 16, 2021 shares	Jun. 08, 2021 USD ($) shares	Feb. 03, 2021 shares	Mar. 31, 2021 shares	Sep. 30, 2021 Vote $ / shares shares
Class of Stock [Line Items]
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)						100.00%
Threshold period to complete business combination from the closing of IPO						24 months
Stock conversion ratio						1
Aggregated shares issued upon converted basis (in percent)						20.00%
Restrictions on transfer period of time after business combination completion						1 year
Stock price trigger to transfer, assign or sell any shares of the company, after the completion of the initial business combination (in dollars per share) | $ / shares						$ 12.00
Threshold trading days for transfer, assign or sale of shares, after the completion of the initial business combination						20 days
Threshold consecutive trading days for transfer, assign or sale of shares, after the completion of the initial business combination						30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences						150 days
Threshold period to distribute dividends						15 days
Dividend for Public shares to be paid, per share | $ / shares						$ 0.05
Class B Common Stock
Class of Stock [Line Items]
Common shares, votes per share | Vote						1
Common shares, shares outstanding (in shares)				562,500		4,170,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				2000.00%
Over-allotment option
Class of Stock [Line Items]
Number of shares issued		1,680,000				1,680,000
Over-allotment option | Class A Common Stock
Class of Stock [Line Items]
Number of shares issued		1,680,000
Sponsor | Class B Common Stock
Class of Stock [Line Items]
Common shares, shares outstanding (in shares)	4,170,000
Number of shares issued				5,031,250
Number of shares surrendered			718,750
Consideration for shares surrendered | $			$ 0
Sponsor | Over-allotment option | Class B Common Stock
Class of Stock [Line Items]
Common shares, shares outstanding (in shares)						1,190,800
Number of shares issued		1,680,000
Consideration for shares surrendered | $	$ 0
Maximum shares subject to forfeiture	142,500					142,500
Common Stock | Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)						100,000,000
Common shares, par value (in dollars per share) | $ / shares						$ 0.0001
Common shares, votes per share | Vote						1
Common shares, shares issued (in shares)						17,870,800
Common shares, shares outstanding (in shares)						1,190,800
Number of shares issued					0
Common Stock | Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)						10,000,000
Common shares, par value (in dollars per share) | $ / shares						$ 0.0001
Common shares, shares issued (in shares)						4,170,000
Number of shares issued					4,312,500

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SUBSEQUENT EVENTS (Details)	Jul. 15, 2021 $ / shares
SUBSEQUENT EVENTS
Amount of per public share out of trust account	$ 0.05